# EXHIBIT 4(c)

AMENDMENT NO. 1 TOCREDIT AGREEMENT

This
Amendment No. 1 (the Amendment) is entered into as of October 28, 2003 by
and among Coachman Industries, Inc., (the Borrower), the undersigned lenders
(each a Lender and collectively, the Lenders) and Bank One,
Indiana, N.A., both as one of the Lenders and as Administrative Agent (the
Agent) on behalf of itself and the other Lenders.

# RECITALS:

WHEREAS,
the Borrower, the Agent and National City Bank of Indiana as a Lender, are parties to that
certain Credit Agreement dated as of June 30, 2003; and

WHEREAS,
the parties hereto desire to amend the Credit Agreement in certain respects more fully
described below.

NOW
THEREFORE, in consideration of the premises herein contained and for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:

Section 1.     Defined Terms.  
Capitalized  terms used herein and not otherwise  defined  herein shall have the meanings  attributed
to such terms in the Credit Agreement.

Section 2.     Addition of New Lender.
 The parties hereto acknowledge and agree that, upon the
Amendment Effective Date pursuant to Section 3 hereof, 1st Source Bank
shall become a party, as a Lender, to the Credit Agreement as if
1st Source Bank had executed and delivered the original Credit Agreement by its
duly authorized officer and each Lenders Commitment and Outstanding Exposure shall
be that as set forth in the First Amended Schedule 1 attached hereto and 1st
Source Bank shall then and thereafter be deemed to be a Lender for all purposes under and
have all rights and obligations prescribed by the Credit Agreement.

Section 3.     Condition of Effectiveness.
 This Amendment shall become and be deemed effective
as of the date hereof (the Amendment Effective Date) if, and only if, Agent
shall have received (i) counterparts of this Amendment duly executed by the Borrower and
each of the Lenders, including but not limited to 1st Source Bank and (ii) such
other documents as the Agent or any Lender may reasonably request.

Section 4.     Reference to
and Effect on the Credit Agreement.

Section 4.01.     
Upon the effectiveness of this Amendment pursuant to Section 3 hereof and
thereafter, each reference in the Credit Agreement to this Agreement,
hereunder, hereof, herein or words of like import and
each reference to the Credit Agreement in each Loan Document shall mean and be a reference
to the Credit Agreement as modified hereby.

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Section 4.02. 
Except as specifically waived or amended herein, all of the terms, conditions and
covenants of the Credit Agreement and the other Loan Documents shall remain in full force
and effect and are hereby ratified and confirmed.

Section 4.03. 
The execution, delivery and effectiveness of this Amendment shall not, except as expressly
provided herein, operate as a waiver of (i) any right, power or remedy of any Lender or
the Agent under the Credit Agreement or any of the other Loan Documents, or (ii) any
Default or Unmatured Default under the Credit Agreement.

Section 5. 
CHOICE OF LAW.  THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS OF THE STATE OF INDIANA.

Section 6. 
Counterparts.  This Amendment may be executed in any number of counterparts,
each of which when so executed shall be deemed an original and all of which taken together
shall constitute one and the same agreement. Delivery of an executed counterpart of this
Amendment by telecopier shall be effective as delivery of a manually executed counterpart
of this Amendment.

Section 7. 
Headings.  Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment for any
other purposes.

IN
WITNESS WHEREOF, the Borrower, the Agent and each of the Lenders have caused this
Amendment to be duly executed and delivered by its officer thereunto duly authorized as of
the date first above written.

[SIGNATURE
PAGES FOLLOW]2

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| |                                                                                  
| | ---------------------------------------------------------------------------------
| | COACHMEN INDUSTRIES, INC.                                                        
| | By:/s/ Thomas J. MartiniName:  Thomas J. Martini
Title:    Treasurer             
| |                                                                                  
| | By:/s/ Joseph P. TomczakName:  Joseph P. TomczakTitle:
   Chief Financial Officer
| |                                                                                  
| | BANK ONE, INDIANA, N.A., as a Lender,as the
LC Issuer and as AdministrativeAgent 
| |                                                                                  
| | By:/s/ Kurt E. MeibeyerName:  Kurt E. MeibeyerTitle:
   First Vice President     
| |                                                                                  
| | NATIONAL CITY BANK OF INDIANA,as a Lender                                        
| |                                                                                  
| | By:/s/ National City Bank of IndianaName:Title:                                  
| |                                                                                  
| | 1st SOURCE BANK,as a Lender                                                      
| |                                                                                  
| | By:/s/ 1st Source BankName:Title:                                                
| |                                                                                  

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# FIRST AMENDEDSCHEDULE I

# COMMITMENTS

|                              |              |                    
|----------------------------- | ------------ | -------------------
|Lender                        | Commitment   | OutstandingExposure
|Bank One, Indiana N.A.        | $18,850,000  | $23,764,438        
|National City Bank of Indiana | $  8,075,000 | $10,180,015        
|1st Source Bank               | $  8,075,000 | $10,180,015        
|Total                         | $35,000,000  | $44,124,468        
|                             

ELDS01 MBW 156892v1

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